During the financial year 2026 (‘FY26’), the Company
was successful in registering a healthy business
performance despite facing strong headwinds in some of
its core businesses.

On a Consolidated basis, the Company’s revenue from
operations stood at H 24,871.82 million, representing an
increase of 2.58% over financial year 2025 (‘FY25’).
However, due to significant increase in Total Expenditures,
the Consolidated Profit before Tax of the Company
moderated to H 4,054.04 million as compared to H 4,978.39
million recorded in FY25. Consequently, the Consolidated
Net Profit also moderated to H 3,033.92 million for the
FY26, as against H 3,724.57 million recorded in FY25.

On a Standalone basis, the Company’s revenue from
operations stood at H 22,721.92 million representing an
increase of over 2.22% from the previous year. However,
the Profit before Tax was H 3,791.19 million as compared
to H 4,404.14 million in FY25 due to lower dividend
from its Wholly Owned Subsidiary. Consequentially, the
Standalone Net profit also stood at H 2,846.72 million in
FY26 as against H 3,288.83 million in FY25.

The basic EPS of the Company on a Consolidated basis
was H 18.45 while diluted EPS was H 18.26. On a Standalone
basis, the basic EPS stood at H 17.31 for the financial year
ended March 31, 2026 and diluted EPS stood at H 17.13.

BUSINESS OVERVIEW / COMPANY’S
PERFORMANCE*

CMS is India’s leading unified Business Services Platform
providing logistics and technology solutions to banks,
financial institutions, organized retail, and e-commerce
companies in India. It operates across 97% of India’s
geography and on any given day, the Company, inter alia,
manages cash replenishment and reconciliation across
70,000 ATMs, services over 65,000 retail touchpoints
and operates approximately 1,400 currency in-transit
routes across 20,000 bank branches. The Company
processes approximately H 14 trillion cash currency
through its network annually. It also monitors over 50,000
sites in real time through its HAWKAI™ Vision AI platform
and powers the ATM software on approximately 65,000
machines through its ALGO MVS platform.

CMS operates across 3 distinct platforms:

1. ATM Management Solutions

ATM Management Solutions is the largest segment,
accounting for approximately 58% of the total
services revenue. It covers ATM cash logistics, brown
label ATM management, pure managed services, and
ATM ancillary services.

The primary growth driver for this platform is the
continued outsourcing of ATM operations, particularly
by large public sector banks, where over 100,000

ATMs are yet to be outsourced. During FY26, CMS
gained approximately 200 bps of cash delivery market
share. The Company achieved a revenue of H 13,515
million from this business during the year as against
H 12,840 million registered during the previous year,
registering a growth of approximately 5.3%.

Entering FY27, the ATM pipeline is very strong
with a clear preference towards recyclers RFP
processes for 6,000-8,000 ATM units, representing
a contracted-value opportunity of over H 20,000
million for the industry.

2. Retail Solutions and Currency Logistics

Retail Solutions and Currency Logistics contributes
approximately 26% of the total services revenue
of the Company. It encompasses Retail Cash
Management (serving 65,000 retail touchpoints),
Currency-in-transit (approximately 1,400 routes
across 20,000 bank branches), and bullion logistics.
The platform’s growth driver is India’s formalisation
of retail trade, the expansion of organised retail,
and the growth of bank branch networks driven by
financial inclusion.

FY26 was a difficult year for this business verticle.
The Company registered a revenue of H 5,872 million
from this business during the year as against H 6,368
million registered during the previous year. Weak
consumer spending in the first half directly reduced
retail cash collection volumes. However, collection
volumes showed strong recovery in Q3 and Q4
of FY26. The gig model change is a key strategic
initiative for this business area.

3. Technology and Payment Solutions

Technology and Payment Solutions is the Company’s
fastest-growth platform, contributing approximately
16% of services revenue in FY26, up from 12% in
FY25 and approximately 7% in FY22. The platform
encompasses Vision AI solution-HAWKAI, ATM
software-ALGO MVS and Payment Card solutions.
Growth is driven by BFSI automation demand, the
proliferation of bank branch networks requiring
active surveillance, and the expansion of Vision AI
into non-BFSI sectors.

HAWKAI is key to this business platform, generating
revenue of roughly H 200 million (doubled from H 100
million in just two years). The acquisition of Securens
Systems Pvt. Ltd. in FY26 has deepened HAWKAI’s
competitive position materially. The combined
entity commands approximately double the scale
of the nearest competitor in Vision AI, with huge
growth potential.

During FY26, the revenue generated from this
business registered an impressive growth of 42% to
H 3,735 million as against H 2,633 million registered
during the previous year.

For further information on the Business performance
of the Company please refer to the Management
Discussion and Analysis Report which forms a part
of this Boards Report.

*To provide a more meaningful view of the Company’s
evolving business mix and strategic direction, operational
performance is presented in the Board’s Report
(including the Management Discussion and Analysis)
under an alternative view of business segmentation,
which differs from the segment reporting in the financial
statements. Consequently, these metrics may not be
directly comparable to the segment reporting in the
financial statements.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

The Board of Directors at its meeting held on May 14, 2026,
has approved a proposal for buyback of up to 4,939,126
fully paid-up equity shares of face value of H 10 each from
the existing members of the Company on a proportionate
basis through the Tender Offer route. The buyback is
being undertaken at a price of H 340 per equity share
for an aggregate consideration not exceeding H 1679.30
million, in accordance with the provisions of Sections
68, 69, and 70 of the Companies Act, 2013, and the SEBI
(Buy-Back of Securities) Regulations, 2018. This capital
optimization strategy is intended to return surplus cash
to improve financial ratios such as Earnings Per Share,
Return on Equity and maximize overall shareholder value.

Other than the above, there have been no material
changes and commitments affecting the financial position
of the Company which have occurred between the end of
the previous financial year and the date of this Report.

DIVIDEND DISTRIBUTION POLICY

The Company has formulated and adopted its Dividend
Distribution Policy in compliance with the requirements
of Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI
Listing Regulations”).

Pursuant to the aforesaid Policy, the Board may
determine the dividend for a particular period based on
available financial resources, business requirements and
taking into account optimal shareholder return, and other
parameters described in this policy.

A copy of the same is available on the Company’s website
at www.cms.com.

DIVIDEND AND TRANSFER TO RESERVES

During FY26, the Board of the Company had, in its
meeting held on February 12, 2026, declared an Interim
Dividend of H 2.75 (27.50%) per equity share of the
Company. The same was paid to all the Members who
held shares of the Company as on the Record Date,
Wednesday, February 18, 2026.

Considering the mid-term business outlook and available
cash surplus of the Company, the Board has now
recommended a further Final Dividend of H 2.50 (25%)
per equity share of the face value of H 10/- each out of
the Profits for the financial year ended March 31, 2026.
The Final Dividend, if approved by the Members at the
ensuing 19^th Annual General Meeting of the Company
("AGM”), shall be payable to those Members whose names
appear in the Register of Members / Beneficial Owners as
on Monday, September 14, 2026, which has been fixed as
the Record Date for the purpose. The Final dividend, if
approved at the AGM, shall be paid within the statutory
time limit of 30 days from the conclusion of the AGM.

Together with H 2.75 (Rupees Two and Paise Seventy-five
only) per share declared by the Board on February 12,
2026, and Final Dividend of H 2.50 (Rupees Two and Paise
Fifty only) per share, and subject to members approval
at the AGM, the total dividend for the FY26 would be
H 5.25 (Rupees Five and Paise Twenty-five only) per share.

The Board does not propose to transfer any amount
to the General Reserves for the financial year ended
March 31, 2026.

SUBSIDIARIES

In line with its strategic focus on expanding technology-
driven managed services, the Company completed the
acquisition of 100% equity share capital of Securens
Systems Private Limited (“Securens”) in a phased
manner between July 2025 and March 2026. Securens,
a pioneer in AloT-enabled remote monitoring and Vision
Al surveillance solutions, became a wholly-owned
subsidiary of the Company effective March 9, 2026, upon
the successful closure of the final tranche. This acquisition
significantly augments the Company’s capabilities in
intelligent surveillance and high-end security solutions.

As on March 31, 2026, the Company had following wholly
owned subsidiaries:

1. CMS Info Foundation

2. CMS Marshall Limited

3. CMS Securitas Limited

4. Hemabh Technology Private Limited

5. Quality Logistics Services Private Limited

6. Securens Systems Private Limited

7. Securitrans India Private Limited

The Company did not have any Joint Venture/Associate
Company(ies) as on March 31, 2026. During FY26, none of
the Companies ceased to be a subsidiary of the Company.

In compliance with Section 129(3) of the Companies
Act, 2013 (“the Act”), the Consolidated Financial
Statements of the Company for the financial year ended
March 31, 2026 prepared in accordance with Ind AS 110
and SEBI Listing Regulations are enclosed as a part of
the Annual Report.

Further, the salient features of financial statements,
performance and financial position of each of the
subsidiaries pursuant to the first proviso to Section
129(3) of the Act and Rule 5 and 8(1) of the Companies
(Accounts) Rules, 2014, are annexed to the Financial
Statements of the Company in prescribed Form AOC-1.

The complete Audited Financial Statements of the
Subsidiaries are available on the Company’s website
at www.cms.com.

MATERIAL SUBSIDIARY

The Company has formulated a Policy for determining
Material Subsidiaries in accordance with the SEBI Listing
Regulations and the Policy is available on the website
of the Company and can be accessed using the link:
www.cms.com. The Company did not have any Material
Subsidiary pursuant to the said Policy, during FY26.

SHARE CAPITAL

The paid-up share capital of the Company was
H 1,646,375,410/- divided into 164,637,541 equity shares of
H 10/- each, as on March 31, 2026.

During FY26, the paid-up equity share capital of the
Company has increased from H 1,643,650,410/- to
H 1,646,375,410/- consequent to issue and allotment of
additional equity shares under Employee Stock Option
Plans of the Company to the eligible employees. The
details of allotment made during the FY26 are as under:

EMPLOYEE STOCK OPTIONS

In order to align employee rewards with the Company’s
long-term growth, shareholder value creation and also to
attract, retain and motivate the best available talent, and
based on the approval of the Members of the Company,
the following Employee Stock Option Plans, were in
force during FY26:

(i) CMS Employees Stock Option Plan, 2016 and

(ii) CMS Employees Stock Option Plan, 2023

The above Schemes are in compliance with the
requirements of Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI SBEBSE Regulations”). The
Nomination and Remuneration Committee of the Board,
inter alia, administers and monitors the Stock Option
Plans of the Company.

Pursuant to Regulation 13 of the SEBI SBEBSE Regulations,
the certificate issued by the Secretarial Auditors of the
Company certifying that during FY26, all the aforesaid
schemes have been implemented in accordance with
the SEBI SBEBSE Regulations and in accordance with
the resolutions passed by the members of the Company,
shall be made available for inspection by the Members
during the AGM.

Further, the details, inter alia, prescribed under SEBI
SBEBSE Regulations are available on the Company’s
website www.cms.com.

DEPOSITS

During the year under review, the Company has not invited,
accepted or renewed any deposits from the Public within
the meaning of Section 73 and 76 of the Act read with the
Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

During FY26, the Company has provided financial
assistance by way of a credit facility of H 580.12 million,
secured through escrow mechanism for receivables and
also charge on certain assets, to an unrelated third party
customer, with whom the Company have accumulated
accounts receivables, to alleviate them from a temporary
mismatch in their working capital and liquidity and
thereby protecting the Company’s existing financial
exposure with them.

Except as above, the Company did not give any Loans,
Guarantees or make any investment under Section 186 of
the Act, other than to its wholly-owned subsidiaries.

The particulars of loans and guarantees given, investments
made and/ or securities provided by the Company
during FY26 are disclosed in the Notes to the Standalone
Financial Statements forming part of the Annual Report.

BORROWINGS

The Company did not have any outstanding borrowings
as at the end of FY26. CMS continue to focus on managing
cash efficiently while ensuring that it had adequate
non fund based limits (such as Bank guarantee) from
Company’s Bankers to facilitate smooth functioning and
growth of its business.

CAPITAL EXPENDITURE

Total tangible and intangible assets addition by the
Company during FY26 is H 3,399.38 million.

CREDIT RATING

During FY26, ICRA Limited, an independent and
professional investment Information and Credit Rating
Agency, reaffirmed the Credit Ratings assigned to various
Fund based/Non-Fund based credit limits availed by the
Company as "[ICRA] AA / [ICRA] A1 .” for enhanced
limit. The outlook also remained "Stable”.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF THE
COMPANIES ACT, 2013

The Company has in place a robust process for approval
of Related Party Transactions and on dealing with Related
Parties. The Policy, as last reviewed and approved by
the Board in its meeting held on February 5, 2025, is
available on the Company’s website and can be accessed
at www.cms.com.

A vast majority of the Related Party Transactions
undertaken by the Company during the previous
year, were with its wholly owned subsidiaries. During
FY26, all the transactions undertaken by the Company
with related parties were in the ordinary course of the
business and on arm’s length basis, the particulars of
which are reported in the Notes to the Standalone
Financial Statements. Further, the Company did not
enter into any material contract or arrangement or
transaction with any of the related parties as referred to in
Sub-section (1) of Section 188 of the Act. Hence,
disclosure of Related Party Transactions as mandated in
clause (h) of Sub-section (3) of Section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014 is
not applicable to the Company.

BOARD OF DIRECTORS AND BOARD
COMPOSITION

As on March 31, 2026, the Board of Directors of the
Company comprised of six (6) Directors consisting of
a Woman Non-Executive Chairperson, an Executive
Vice-Chairman & CEO, one (1) Non-Executive Non¬
Independent Director and three (3) Independent
Directors (out of which one is Woman Director). The
constitution of the Board of the Company is therefore in
compliance with the requirements of Section 149 of the
Act and Regulation 17 of the SEBI Listing Regulations.

During the year under review, based on the
recommendation of the Nomination and Remuneration
Committee and the Board, appointment of Mr. Vishnu
Jerome (DIN: 05325285) and Mrs. Vidya Krishnan
(DIN: 09669166) as Independent Directors of the
Company were approved by the members of the
Company by way of Postal Ballot on June 20, 2025 and
March 24, 2026 respectively.

Both the Directors have been appointed for an initial term
of three years from the initial date of their appointment,

i.e. April 4, 2025 and January 2, 2026 respectively and
accordingly, Mr. Vishnu Jerome (DIN: 05325285) holds
office as an Independent Director upto April 3, 2028 while
Mrs. Vidya Krishnan (DIN: 09669166) holds her office upto
January 1, 2029. They are not liable to retire by rotation.

Further, during the year, Mr. Tapan Ray (DIN: 00728682)
and, Ms. Sayali Karanjkar (DIN: 07312305) has retired as
an Independent Directors of the Company on conclusion
of their second term on April 8, 2025 and December 31,
2025 respectively. The Board places on record its sincere
appreciation for the significant and valuable contributions
made by Mr. Ray and Ms. Karanjkar during their tenure as
Independent Directors of the Company.

Pursuant to the provisions of Section 152 (6) of the
Act, Mr. Krzysztof Wieslaw Jamroz (DIN: 07462321),
Non-Executive Non-Independent Director, being longest
in office, is liable to retire by rotation, and being eligible,
has offered himself for re-appointment.

In view of the valuable contributions made by
Mr. Jamroz during his past association with the Company,
the Board recommends the re-appointment of Mr. Krzysztof
Wieslaw Jamroz (DIN: 07462321) as a Non-Executive
Non-Independent Director of the Company, whose office
shall be liable for determination by way of retirement of
Directors by rotation.

Except as mentioned above, there were no other changes
to the Board of Directors during FY26.

On the basis of the written representations received
from the Directors, none of the above Directors are
disqualified under Section 164 (2) of the Act or any other
applicable Laws or Regulations, from holding their office
as a Director of the Company.

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the
Independent Directors confirming, inter alia, that they
have complied with the Code of Conduct for Independent
Directors prescribed in Schedule IV to the Act and that
they continue to meet the criteria of Independence
as prescribed under Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations, as
amended. The Independent Directors have also confirmed
that they have registered their names in the Independent

Directors data bank maintained with the Indian Institute
of Corporate Affairs.

The Independent Directors of the Company had no
pecuniary relationship or transaction with the Company,
other than receiving their respective sitting fees,
commission and reimbursement of expenses, if any,
incurred by them for the purpose of attending meetings
of the Board/Committees of the Company.

In the opinion of the Board, there has been no change
in the circumstances which may affect the status of
Independent Directors of the Company and the Board
is satisfied of their integrity, expertise, and experience
including proficiency in terms of Section 150(1) of the Act
and applicable Rules thereunder.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing
Regulations, the Board has carried out annual evaluation
of its own performance and that of its Committees as well
as performance of all the Directors individually, including
Independent Directors, and the Chairperson of the Board.

Feedback was sought by way of a Structured
Questionnaire covering various aspects of the Board’s
functioning, such as, adequacy of the composition of
the Board and its Committees, Board culture, execution
and performances of specific duties, obligations
and governance.

The performance evaluation of the Non-Independent
Directors including the Chairperson of the Company and
performance of the Board as a whole was also discussed
at the separate meeting of the Independent Directors
held on March 20, 2026.

The Board members expressed satisfaction with
the transparency in terms of disclosures and
updating the Independent Directors on key topics
impacting the Company.

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

Policy on Directors’ appointment and remuneration,
including criteria for determining qualifications, positive
attributes, independence of a Director and other matters
provided under Section 178(3) of the Act forms part of the
Nomination and Remuneration Policy of the Company.
A copy of the Policy is available on the website of the
Company and can be accessed at www.cms.com.

MEETINGS OF BOARD OF DIRECTORS

During FY26, four (4) meetings of the Board of Directors
of the Company were held on the following dates:

1. May 19, 2025

2. July 23, 2025

3. November 5, 2025

4. February 12, 2026

The intervening gaps between two consecutive meetings
were within the period prescribed under the Act,
Secretarial Standards on Board Meetings and SEBI Listing
Regulations as amended from time to time.

The Board has also constituted various Committees to
undertake roles as per the respective terms of reference.
The details about constitution and role of various
Committees are covered in the Report on Corporate
Governance, which forms part of this Board’s Report.

AUDIT COMMITTEE

In compliance with the requirements under Section 177
read with the Rules framed thereunder and Regulation 18
of SEBI Listing Regulations, the Board of the Company
has constituted an Audit Committee, the composition
and terms of reference of which are in alignment with the
requirements of the Act and the SEBI Listing Regulations.
Further details on Audit Committee are given in Report
on Corporate Governance forming part of this Report.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 read
with Rule 8 of (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 of the Act, the Key
Managerial Personnel of the Company as on March 31,
2026 were as under:

• Mr. Rajiv Kaul, Exec. VC & CEO

• Mr. Pankaj Khandelwal, President & CFO

• Mr. Debashis Dey, Company Secretary & Compliance
Officer

During FY26, there was no change in the Key Managerial
Personnel of the Company.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details
as required under Section 197 (12) of the Act, read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
annexed as Annexure 2.

The Statement required under Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate Annexure
forming part of this Report. However, pursuant to second
proviso to Section 136(1) of the Act, the Annual Report
is being sent to the Members excluding the aforesaid
Statement. Any Member interested in obtaining the copy
of said statement may write to the Company Secretary at
the Registered Office of the Company at T-151, 5^th Floor,
Tower No. 10, Railway Station Complex, Sector 11, CBD
Belapur, Navi Mumbai - 400614, E-mail ID:company.
secretary@cms.com.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the FY26, the Company has duly complied with
the applicable mandatory Secretarial Standards i.e. SS-1

relating to "Meetings of the Board of Directors” and SS-2
relating to "General Meetings” issued by the Institute of
Company Secretaries of India.

CMS strives to voluntarily comply with all the non¬
mandatory secretarial standards (i.e. SS-3 to SS-10), to
the extent applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In terms of Clause B of Schedule V read with Regulation
34 of SEBI Listing Regulations, a separate Section on
Management Discussion and Analysis Report for the
financial year 2026, is appended to this Board’s Report.

CORPORATE GOVERNANCE

CMS is fully committed to follow best Corporate
Governance practices and maintain the highest business
standards in conducting business and has accordingly
complied with the Corporate Governance requirements
as per SEBI Listing Regulations. The Company has
seamlessly integrated best Corporate Governance
Practices into its operational ethos, which is overseen
by a multi-disciplinary and high-caliber Board, which
ensures that high standards of ethical integrity drive
every business decision.

A separate Section on Corporate Governance as stipulated
under Clause C of Schedule V read with Regulation 34 of
SEBI Listing Regulations forms part of this Boards Report.

A Certificate from M Siroya and Company, a firm of
Practicing Company Secretaries, Secretarial Auditors of
the Company, confirming compliance to the conditions
of Corporate Governance as stipulated under the SEBI
Listing Regulations, is also appended as an annexure to
the said Report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Act read with Rule 5 of
Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Board has constituted a Corporate
Social Responsibility (CSR) Committee. Mr. Rajiv Kaul,
Exec. VC & CEO is the Chairman of CSR Committee and
Mrs. Shyamala Gopinath, Mr. Vishnu Jerome, Mr. Krzysztof
Wieslaw Jamroz and Mrs. Vidya Krishnan are presently
the members of the CSR Committee.

The CSR Committee has formulated a CSR Policy and
has approved the activities undertaken by the Company
during FY26 on various projects, which are covered under
Schedule VII to the Act. For further details regarding the
CSR Committee, please refer to the Report on Corporate
Governance, which forms a part of this Report.

During the year under review, the Company was required
to spend an amount of H 77.30 million (2% of the average
net profit of the last three financial years as determined
under Section 198 of the Act after adjusting for the excess
CSR expenses of H 0.67 million incurred by the Company

during the previous financial year) on CSR activities
against which the Company has spent H 73.65 million on
various CSR activities during the year. The Company holds
H 3.65 million as unspent CSR amount, earmarked for
identified ongoing CSR projects, which are yet to meet
the pre-determined project milestones for disbursal. In
compliance with Section 135(6) of the Act, the Company
has opened and deposited the aforesaid unspent amount
in a separate bank account within the specified time
limit as required.

The brief outline of the CSR policy of the Company
and the initiatives undertaken by the Company on CSR
activities during the year are detailed in CSR Report
which forms part of this Report as Annexure 3, in the
format prescribed under Companies (Corporate Social
Responsibility Policy) Rules, 2014.

BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, the Business Responsibility and
Sustainability Report for the financial year ended March
31, 2026, describing the initiatives taken by the Company
from Environmental, Social and Governance perspective
is provided in a separate annexure and forms part of this
Annual Report. The said Report is also available on the
Company’s website and can be accessed at www.cms.com.

INTERNAL FINANCIAL CONTROL SYSTEMS
AND THEIR ADEQUACY

The Company has put in place a robust internal financial
control system commensurate with the size of its
operations. The Internal Control Systems of the Company
comprises of policies and procedures which are designed
to ensure sound management of the Company’s
operations, safe keeping of its assets, prevention and
detection of frauds and errors, optimal utilization of
resources, reliability of its financial information and
compliance. Systems and procedures are periodically
audited and also reviewed by the Audit Committee to
maintain the highest standards of Internal Control.

Additional details on Internal Financial control and their
adequacy are provided in the Management Discussion
and Analysis Report forming part of this Boards Report.

RISK MANAGEMENT

The Company has devised and adopted a Risk Management
Policy and implemented mechanisms for periodic risk
assessment and management. The Policy, inter alia,
provides for constitution of a Risk Management Committee,
Risk Philosophy and Risk Management Framework for the
Company. The Policy also details the Risk Management
Organization and the Risk Management Process of the
Company - from risk identification and assessment to
development of risk response and risk reporting. The Policy
also emphasizes the need for a robust business continuity
plan that covers all aspects of its operations.

The Company has also constituted a Risk Management
Committee in compliance with the requirements of
Regulation 21 of the SEBI Listing Regulations. For further
details regarding the Risk Management Committee,
please refer to the Report on Corporate Governance,
which forms a part of this report.

STATUTORY AUDITORS AND AUDITORS’
REPORT

Pursuant to the provisions of Section 139 of the Act and
the Rules made thereunder, M/s. B S R & Co. LLP, Chartered
Accountants were re-appointed as the Statutory Auditors
of the Company for a further term of 5 (five) consecutive
years, to hold office from the conclusion of 16^th Annual
General Meeting till the conclusion of the 21^st Annual General
Meeting of the Company to be held in the year 2028.
Accordingly, M/s. B S R & Co. LLP, Chartered Accountants
continues to be the Statutory Auditors of the Company.

SECRETARIAL AUDITOR AND THEIR REPORT

In compliance with the requirements of clause 24A(1)
(b) of the SEBI Listing Regulations, and in terms of
the provisions of the Section 204 of the Act read
with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the members of the
Company, at their 18^th Annual General Meeting held on
August 22, 2025, had appointed M/s. Siroya and BA
Associates, Company Secretaries (Firm Registration No.:
P2019MH-074300 and holding Peer Review Certificate
No. 3907/2023 issued by the Institute of Company
Secretaries of India), as the Secretarial Auditors of the
Company for a term of five (5) years commencing from
the financial year 2026 till financial year 2030.

The report of the Secretarial Auditor for FY26, in prescribed
Form No. MR-3 is annexed herewith as Annexure 1.

QUALIFICATIONS / RESERVATIONS IN THE
AUDIT REPORT & SECRETARIAL AUDIT REPORT

The Report issued by the Statutory Auditors does not
contain any qualification, reservation or material adverse
remarks. Notes to Accounts are self-explanatory and do
not call for any further comments.

The Secretarial Auditors, in their report for the financial
year ended March 31, 2026, have noted two instances of
delays in filing specific statutory forms with the Registrar
of Companies (RoC) which occurred due to technical and
administrative reasons. The Company has since filed the
relevant forms and has reinforced its internal compliance
tracking systems to prevent recurrence.

Additionally, the Secretarial Auditor has pointed out a
one-day procedural gap on January 1, 2026, between
the cessation of Ms. Sayali Karanjakar as an Independent
Director (i.e. on December 31, 2025) and the appointment
of Mrs. Vidya Krishnan as an Additional Director
(Independent) (effective January 2, 2026). This resulted
in a temporary, single-day shortfall in the minimum

prescribed Board strength and the composition of
Independent Women Directors as mandated under the
Companies Act, 2013 and SEBI Listing Regulations.

In this regard, it is clarified that to ensure seamless
succession, the Board, based on the recommendation
of the Nomination and Remuneration Committee, had
already approved the appointment of Mrs. Vidya Krishnan
on December 31, 2025 (prior to the vacancy arising).
However, Mrs. Krishnan, who recently retired as the Deputy
Managing Director of the State Bank of India (SBI), was
procedurally required to obtain a formal clearance from
her erstwhile employer before accepting the position.

The letter from SBI was received on January 2, 2026,
enabling the immediate formalization of her appointment.

The Board views this minor, one-day transition period not
as a systemic governance lapse, but as an unavoidable
administrative dependency. It was a deliberate choice
by the Board to prioritize the induction of a high-caliber
professional while respecting the administrative protocols
of a statutory institution, which was deemed to be a
measure of better Corporate Governance in the overall
long-term interest of the Company and its stakeholders.

COST AUDIT

Pursuant to Sub-section (1) of Section 148 of the Act read
with Rule 3 of the Companies (Cost Records and Audit)
Rules, 2014, the Company is required to maintain the
particulars relating to the utilization of material, labour
and other items of cost pertaining to its manufacturing
business, by including the same in the books of account of
the Company. However, since the manufacturing segment
of the Company is in its nascent stage, the requirement for
audit of the Cost Records of the Company, as prescribed
under Sub-section (2) of Section 148 of the Act, read with
Rule 4 of the Companies (Cost Records and Audit) Rules,
2014, is not applicable to the Company.

Notwithstanding the above, and with an object to
setting up a robust Cost Record Maintenance System in
anticipation of expansion in the manufacturing business in
the future, the Board of Directors, on the recommendation
of the Audit Committee, have re-appointed M/s. S K
Agarwal & Associates, Cost Accountants, Mumbai, having
Firm Registration No. 100322 for conducting the audit of
Cost Records maintained by the Company for financial
year 2027, subject to the ratification of the remuneration
payable to them, by the Members of the Company at the
AGM pursuant to Section 148(3) of the Act read with Rule
14 of the Companies (Audit and Auditors) Rules, 2014.
The Cost Auditors have confirmed that their appointment
is within the limits of Section 141(3)(g) of the Act and that
they are not disqualified from acting as Cost Auditors
for the Company.

INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Act read
with Rule 13 of the Companies (Accounts) Rules, 2014,

and on the recommendation of the Audit Committee at
their meeting held on July 23, 2025, M/s. Grant Thornton
Bharat LLP, were appointed by the Board of Directors to
conduct internal audit of the Company for the financial
years 2026 and 2027. The Audit findings were directly
reported by the Internal Auditors to the Audit Committee.
Necessary actions were initiated by the management
wherever suggested by the Internal Auditors for further
strengthening of the internal controls of the Company.

REPORTING OF FRAUDS

The Company is managing ATM and Retail touch points in
over 97% districts of India. In view of the nature of business
of the Company, which involves handling substantial cash
volumes of approximately H 14 trillion per annum, CMS
is inherently exposed to various security risks, including
armed robbery, theft, fraud, and embezzlement, any
loss on account of which are therefore insured by the
Company. Unfortunately, during the previous financial
year, certain incidences of cash embezzlements by few
employees, who were involved in business operations of
the Company, were detected as detailed below:

There were 25 instances of cash embezzlements
aggregating to H 125.35 million reported during FY26
(FY25: H 217.22 million).

Out of the above, the Company has recovered H 9.98
million (FY25: H 31.96 million), and H 12.70 million has been
written off (FY25: H 24.88 million).

Except above, no other embezzlements/ frauds have
been reported by Statutory Auditors, Cost Auditors
or Secretarial Auditors to the Audit Committee
of the Company.

The Management continues to invest in additional security
measures to mitigate such instances in future.

VIGIL MECHANISM / WHISTLE - BLOWER
POLICY

The Company has put in place a Whistle-Blower Policy
and has established the necessary Vigil Mechanism for
Directors and employees, to report their genuine concerns
about unethical behaviour in terms of Section 177(9) of
the Act and Regulation 22 of SEBI Listing Regulations.
During FY26, no complaint was received by the Company
under the Whistle Blower Policy.

This policy is available on the Company’s website and can
be assessed at www.cms.com.

PREVENTION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (“POSH”)

CMS gives prime importance to the dignity and respect
of each of its employees irrespective of their gender/
hierarchy and expects responsible conduct and behaviour
on the part of employees at all levels.

Providing a safe and congenial work environment for
all employees is an integral part of the Company’s
Code of Conduct.

As per the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules framed thereunder,
the Company has adopted a Policy for the prevention of
Sexual Harassment at workplace. All employees as well as
contractual staff, temporary, trainees are covered by this
Policy. A copy of the Policy is available on the website
of the Company and can be accessed at www.cms.com.

The Company has constituted Internal Complaints
Committee (ICC) as mandated under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Allegations of Sexual harassment
reported are expeditiously and discreetly investigated by
the ICC and disciplinary action, if required or recommended
by the ICC, is taken in accordance with the Policy.

There was no complaint of sexual harassment received by
the Company during FY26.

Further mandated details pertaining to POSH complaints
are as follows:

- Number of complaints received during the year: Nil

- Number of complaints disposed off: Nil

- Number of cases pending for more than 90 days: N.A.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNING & OUTGO

(A) Conservation of energy:

(i) Steps taken or impact on conservation of energy:

The Company remains committed to adopting
sustainable practices and implementing energy
conservation measures across its operations. During
the year, the following initiatives were undertaken
to optimize energy consumption and reduce the
environmental footprint of its facilities:

• Air-conditioning systems are switched off during
lunch hours, wherever operationally practicable,
resulting in reduced electricity consumption.

• During weekends and periods of lower
occupancy, employees are accommodated
in centralized work areas to optimize the
utilization of lighting, air-conditioning, and
other electrical resources.

• As part of the Company’s sustainability initiatives
and efforts to reduce paper consumption, the
use of tissue paper in washrooms has been
minimized and replaced, wherever feasible, with
energy-efficient hand dryers.

• The Company has enhanced indoor greenery by
installing indoor plants and utilizing eco-friendly

fertilizers, contributing to improved workplace
ambience, air quality, and environmental
sustainability.

• The Company has started installing sensor-based
light switches in workstations and washroom
areas and replaced all CFL lighting with LEDs in
offices to reduce energy consumption.

(ii) Steps taken by the Company for utilizing alternate
sources of energy:

Since the Company uses limited energy mostly for
its office premises, which are spread across India,
utilization of alternate sources of "green” energy is
not feasible at present.

The Company has started introducing "Green Fleet”
vehicles in various cities in a phased manner by
shifting from Diesel to BS VI compliant CNG engines
and integrating the same into the overall Cash
Management Services business of the Company,
thereby transitioning to cleaner fuels, which will help
the Company to reduce its Scope 3 Green House Gas
("GHG”) Emissions.

To reduce GHG emissions and improve energy
efficiency, the Company limited the use of
diesel generator (DG) sets to critical operational
requirements and enhanced reliance on UPS systems
for uninterrupted power support wherever feasible.

(iii) Capital investment on energy conservation
equipments:

During the previous year the Company undertook
several operational energy efficiency measures in
the building infrastructure such as upgradation
of the Heating, Ventilation and Air Conditioning
("HVAC”) systems by installing latest technology
Variable Refrigerant Flow ("VRF”) systems, use
of high efficiency VRF based chillers, modular
Uninterruptible Power Supply ("UPS”), life cycle-
based replacement of HVAC equipment like chillers,
installation of LEDs to improve energy efficiency in
lighting systems, remote monitoring.

(B) Technology absorption:

(i) Efforts made towards technology absorption:

• The Company has scaled its proprietary Vision
AI / HAWKAI™ remote monitoring platform —
built on machine learning models trained on over
a decade of cash-operations data — to more
than 50,000 sites across ATMs, bank branches
and retail dark stores, reducing dependence on
physical human monitoring while enhancing
surveillance and loss-prevention capabilities.

• The Company utilizes BS-VI certified security
vans to facilitate transportation of cash as "Cash
Carry Vans” for providing Cash Management
Services which are compliant with the directives

of Ministry of Home Affairs (MHA) and the
Reserve Bank of India (RBI).

• The Company also utilizes Vision AI Solution to
reduce and monitor the energy consumption of
AC and its facilities. The use of motion sensors
and relays result in optimization of energy used,
consequently reducing GHG emissions.

• Additionally, the Company has installed
sensor-based light switches in workstations
and washroom areas and replaced all CFL
lighting with LEDs in offices to reduce
energy consumption, consequently reducing
GHG emissions.

• To reduce GHG emissions and improve energy
efficiency, the Company restricted the use
of diesel generator (DG) sets to critical
operational requirements and enhanced
reliance on Uninterruptible Power Supply (UPS)
systems for uninterrupted power support
wherever feasible.

(ii) Benefits derived like product improvement,

cost reduction, product development or import

substitution:

• The Company now owns and operates a
complete end-to-end technology stack —
spanning proprietary hardware, software and AI/
ML models — built entirely in-house, giving it full
control over design, deployment and upgrade.

• The Company deployed machine learning-
based algorithms to dynamically optimize cash
logistics routes and network planning basis
demand and seasonality, improving vehicle
utilization and fuel efficiency and thereby
contributing to improvement of Productivity
and lowering GHG emissions from the cash-
in-transit fleet.

• The Company extended the use of AI agents and
automation bots across operational workflows
and customer service functions to reduce
manual intervention, improve turnaround times,
and lower process costs.

• Purchase and deployment of new environment
friendly vehicles with engines compliant with
BS-VI norms will reduce nearly 25% of Nitrogen
Oxide (NOx) emission in petrol vehicles and a
substantial 70% in diesel vehicles.

• Technological upgrades have been made with
extensive field tests in Indian driving conditions.

• The newly acquired vehicle engines have an
advanced exhaust and increased durability.

• The BS-VI compliant engine ensures compliance
with more stringent limits on Non-Methane
Hydrocarbon (NMHC) emissions.

• The vehicles also features On-Board Diagnostics
(OBD) systems which facilitates monitoring
pollution levels.

• Real Driving Emission (RDE) in the Vehicles aids
in checking emission in real-world conditions
and not just testing conditions.

• The new BS-VI compliant vehicles also come
with Diesel Particulate Filter (DPF) and the
Selective Catalytic Reduction (SCR) which
monitors the emission levels (not present in the
earlier BS-VI vehicles).

(iii) Imported technology (imported during the last
three years):

NA

(iv) Expenditure incurred on Research and
Development:

The Company has developed an inhouse ALGO AIoT
- Advanced Remote Monitoring Solution (branded
as HAWKAI), which brings a new dimension to
the Company’s Remote Monitoring business and
provides critical insights powered by AI (Artificial
Intelligence) and IoT (Internet of Things) and driven
by RPA (Robotic Process Automation) for the
prevention of critical threats. With the evolution
of this advanced Remote Monitoring Systems, our
clients can now address their surveillance concerns
24X7 while also unleashing a new world of business
insights to boost the performance and efficiency of
its businesses.

During financial year 2026, the Company continued
to invest in technology to strengthen its AIoT/Vision
AI capabilities, and further developed its ALGO
MVS multi-vendor ATM management software, now
deployed across ATM networks of leading public and
private sector banks.

(C) Foreign Exchange Earnings and Outgo:

The Company operates only in the domestic market
hence does not earn in foreign currency. The
particulars of earnings and expenditures in foreign
currency during FY26 are as detailed below:

Foreign Exchange Earnings - Nil

Foreign Exchange Outgo - H 2,849.30 million.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act,
the Directors hereby confirm and state that:

a) in the preparation of the Annual Financial
Statements for the financial year ended March 31,
2026, the applicable Accounting Standards had
been followed and no material departures have been
made for the same;

b) we have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year ended on
March 31, 2026 and of the profit and cash flow of the
Company for the period ended March 31, 2026;

c) we have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of this Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d) we have prepared the annual accounts for the year
ended March 31, 2026 on a going concern basis;

e) we have laid down internal financial controls and the
same have been followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and

f) we have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

OTHER STATUTORY DISCLOSURES:

• Annual Return:

Pursuant to Section 134(3)(a) and Section 92(3)
of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014,
a copy of the Annual Return for the financial year
2026 in Form MGT-7 is available on the website of
the Company and can be accessed at www.cms.com.

• Investor Education and Protection Fund:

The Company was not required to transfer any
amount to the Investor Education and Protection
Fund under Section 125 of the Act during FY26.

• Details of significant and material orders passed by
any Regulators or Courts or Tribunals impacting the
going concern status and company’s operations in
future, if any:

No significant or material orders were passed by any
regulator or court or tribunal which impact the going
concern status and Company’s operations in future.

• The details of application made or any proceeding(s)
pending under the Insolvency and Bankruptcy
Code, 2016 (“IBC”) during the year, if any, along
with its status as at the end of financial year:

There was no application made or any proceeding
pending under IBC against the Company during FY26.

• The details of difference between amount of the
valuation done at the time of one time settlement
and the valuation done while taking loan from
the banks or financial institutions along with the
reasons thereof:

There was no one-time settlement done
by the Company.

• Compliance with Maternity Benefit Act, 1961:

The Company was fully compliant with
the requirements of Maternity Benefit Act,
1961 during FY26.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate
to Management Discussion and Analysis describing
the Company’s objectives, projections, estimates
and expectations may constitute "forward-looking
statements” within the meaning of applicable Laws
and Regulations. Actual results might differ materially
from those either expressed or implied in the statement
depending on the circumstances.

ACKNOWLEDGMENT

The Board of Directors takes this opportunity to thank
and express its sincere gratitude to all the stakeholders
of the Company viz., Shareholders, Customers, Vendors,
Bankers, Business Associates, Regulatory Authorities,
Central and State Government Departments, Local
Authorities and the Society at large for their consistent
support and co-operation to the Company during the
financial year.

The Board expresses its sincere gratitude to the members
and investors for their continued trust and confidence in
the management and the Company.

The Board of Directors also place on record their sincere
appreciation of the valuable contribution made by the
employees at all levels to the growth of the Company.

On Behalf of the Board of Directors of
CMS Info Systems Limited

Shyamala Gopinath Rajiv Kaul

Chairperson Exec. VC & CEO

Place: Mumbai (DIN: 02362921) (DIN: 02581313)

Date: May 14, 2026